HomeMy WebLinkAboutC21-096 The Steadman Clinic1
HEALTHCARE PROVIDER AGREEMENT
This Healthcare Provider Agreement ("Agreement") is entered into this _______________, with
an effective date of January 1, 2021 (“Effective Date”), by and between Eagle County, Colorado,
a body corporate and politic ("Employer") and The Steadman Clinic, Professional LLC, a
Colorado Professional Limited Liability Company ("Healthcare Provider").
RECITALS
WHEREAS, the Employer desires to contract with the Healthcare Provider to obtain certain
medical services (the “Cove red Services”) for its eligible employees and other individuals covered
by the Benefit Plan at discounted reimbursement rates and in accordance with terms of this
Agreement; and
WHEREAS, the Employer desires to contract with the Healthcare Provider to obta in those
Covered Services for which Healthcare Provider, through its licensed professionals, is
appropriately licensed and qualified by education, experience and training, and which Healthcare
Provider is willing to provide on Employer’s behalf; and
WHEREAS, the Healthcare Provider desires to perform and provide medical services as an
independent contractor and to be recognized as a Tier 1 preferred provider in the Benefit Plan as
set forth in this Agreement.
WHEREAS, this Agreement shall govern the relationship between Healthcare Provider and
Employer in connection with provision of the Covered Services.
AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual covenants and undertakings
hereinafter set forth, the parties agree to the following effective January 1, 2021:
Section 1 - Definitions
1.1 Benefit Plan means a self-funded health benefits plan sponsored by Employer for the benefit
of employees, their dependents, and other covered individuals.
1.2 Billed Charges means the retail price for Covered Services offered and billed by the
Healthcare Provider under which fees shall not discriminate based upon the identity of the party
financially responsible for the services.
1.3 Coinsurance means a payment that is the financial responsibility of the Participant under the
Benefit Plan for Covered Services that is calculated as a percentage of the contracted
reimbursement rate for such services.
1.4 Copayment means a payment that is the financial responsibility of the Participant under the
Benefit Plan for Covered Services that is calculated as a fixed dollar amount.
1.5 Covered Services means those health care services for which a Participant is entitled to receive
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
3/23/2021
C21-096
2
coverage under the terms and conditions of the Benefit Plan.
1.6 Deductible means a payment for Covered Services calculated as a fixed dollar amount that is
the financial responsibility of the Participant under the Benefit Plan prior to qualifying for
reimbursement for subsequent health care costs under the terms of the Benefit Plan.
1.7 Plan Participating Provider Agreement is the agreement the Healthcare Provider maintains
under its participation in network utilized by the Employer.
1.8 Participant means any individual or eligible dependent of such individual, who is eligible and
enrolled to receive Covered Services.
1.9 Participating Provider means a hospital, physician, or group of physicians or any other health
care practitioner or entity that has a direct or indirect contractual arrangement with Employer to
provide Covered Services with regard to the Benefit Plan covering the Participant. Healthcare
Provider is considered a Participating Provider as defined by this Agreement.
1.10 Party means the Healthcare Provider or Employer, as applicable.
Section 2 - Duties of Employer
2.1 Benefit Plan. Employer shall provide a Benefit Plan to Participants in which Participants are
entitled to receive Covered Services under the terms and conditions of the Benefit Plan.
2.2 Plan Design. Employer will maintain a Benefit Plan in which the plan design options will have
distinguished Deductibles, Coinsurance, and Copayments that steer utilization to Participating
Providers. The Healthcare Provider will be placed in Tier 1 which will consist of the highest level
of coverage for Participants.
Section 3 - Duties of the Healthcare Provider
3.1 Network Services. During the term of this Agreement, the Healthcare Provider shall provide
Covered Services to Participants in accordance with the Plan Participating Provider Agreement
that are 20% decrement off of Billed Charges; allowing the Healthcare Provider to collect 80% of
Billed Charges for Covered Services rendered.
3.2 HIPAA. The Healthcare Provider agrees to comply with the Health Insurance Portability and
Accountability Act and all regulations established.
3.3 Compensation. During the term of this Agreement, the Healthcare Provider shall accept
compensation for Covered Services to Participants in accordance with the Plan Participating
Provider Agreement that are 20% decrement off of Billed Charges; allowing the Healthcare
Provider to collect 80% of Billed Charges for Covered Services rendered.
a. Notwithstanding anything to the contrary contained in this Agreement, Employer
shall have no obligations under this Agreement after, nor shall any payments be made to Healthcare
Provider in respect of any period a fter December 31 of any year, without an appropriation therefor
by Employer in accordance with a budget adopted by the Board of County Commissioners in
compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government
Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
3
Article X, Sec. 20).
Section 4 Term and Termination
4.1 Term. The initial term of this Agreement shall commence on January 1, 2021, and shall
continue in effect for three (3) years, unless and until terminated by either party according to this
Section 4. This Agreement shall continue thereafter for consecutive renewal terms of three (3)
years each, subject to termination as provided in Section 4.
4.2 Termination without Cause. Either Party may terminate this Agreement without cause upon
ninety (90) days advance written notice to the other Party.
4.3 Termination for Cause. This Agreement may be terminated for cause by either Party due to a
breach of any material term, covenant or condition and subsequent failure to cure such breach as
provided hereafter. Termination for cause shall be upon sixty (60) days' prior written notice by the
terminating Party unless the reason for termination is cured to the satisfaction of the terminating
party within such sixty (60) day notice period.
Section 5. Insurance.
5.1 Healthcare Provider agrees to provide and maintain at its sole cost and expense, such policies
of general liability and other insurance, with policy limits as are commercially reasonable, as shall
be necessary to insure Healthcare Provider and its employees against any claim or claims for
damages arising by reason of personal injuries or death occasioned, directly or indirectly, in
connection with the performance of any service by Healthcare Provider, the use of any property
facilities or equipment provided by Healthcare Provider, and the activities performed by Healthcare
Provider in conne ction with this Agreement.
Section 6. Relationship of Parties.
Employer and Healthcare Provider are independent contractors under this Agreement with respect
to each other. Nothing in this Agreement shall be construed or deemed to create a relationship of
employer and employee, principal and agent, joint venturers, or any relationship other than that of
independent entities contracting with each other solely for the purpose of carrying out the terms
and conditions of this Agreement. Neither party shall ha ve any express or implied right or authority
to assume or create any obligation or responsibility on behalf of, or in the name of, the other party,
except as set forth herein.
Section 7. Notice
Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when
delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their
respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can
provide facsimile machine or other confirmation showing the date, time and receiving facsimile
number for the transmission, or (v) when transmitted via e -mail with confirmation of rec eipt. Either
party may change its address for purposes of this paragraph by giving five (5) days prior written
notice of such change to the other party.
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
4
COUNTY:
Eagle County, Colorado
Attention: Human Resources
500 Broadway
Post Office Box 850
Eagle, CO 81631
Telephone: 970-328-8790
Facsimile: 970 -328-8799
E-Mail: echr@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
Healthcare Provider:
The Steadman Clinic, Professional LLC
Attention: Greg Paschke
181 West Meadow Drive, Suite 400
Vail, CO 81657
Telephone: 970-479-1560
E-Mail: gpaschke@thesteadmanclinic.com
Section 8 . General Provisions
8.1 Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to
this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado,
which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed
and interpreted under and shall be governed by the laws of the State of Colorado.
8.2 Amendment. Amendments to this Agreement shall be agreed to in advance in writing and signed
by Employer and the Healthcare Provider.
8.3 Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument. The parties approve the use of electronic signa tures for execution of this
Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties
to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;
(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All
documents must be properly notarized, if applicable. All use of electronic signatures shall be governed
by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121.
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
5
8.4 Licensing. All physicians and other practitioners that provide Covered Services through the
Healthcare Provider shall at all times be duly licensed in the State of Colorado to practice medicine or
to provide the Covered Services to be provided pursua nt to this Agreement in all respects and shall
comply with all applicable laws and regulations governing the licensing and the regulation of
physicians and other practitioners.
8.5 Indemnification. Healthcare Provider shall indemnify and hold harmless Employer, and any of
its officers, agents and employees against any losses, claims, damages or liabilities for which
Employer may become subject to insofar as any such losses, claims, damages or liabilities arise out of
directly or indirectly, this Agreement, or are based upon any performance or nonperformance by
Healthcare Provider or any of its subcontractors hereunder; and Healthcare Provider shall reimburse
Employer for reasonable attorney fees and costs, legal and other expenses incurred by Employer in
connection with investigating or defending any such loss, claim, damage, liability or action. This
indemnification shall not apply to claims by third parties against Employer to the extent that Employer
is liable to such third party for such claims without regard to the involvement of the Healthcare
Provider. This paragraph shall survive expiration or termination hereof.
8.6 Section Headings. Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this agreement.
8.7 Severability. Should any one or more sections or provisions of this Agreement be judicially
adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining
provisions of this Agreement, the intention being that the various sections and provisions hereof are
severable.
8.8 Waiver. A waiver of the breach of any term, provision, or condition of this Agreement by
either party shall not constitute a waiver of any subsequent breach or breaches of such term, provision
or condition or of any other term, provision or condition.
8.9 Post Termination Obligations. Upon termination or expiration of this Agreement, neither Party
shall have any further obligation hereunder to the other except for obligations which have accrued
prior to such termination or expiration and covenants contained herein which are expressly made to
extend beyond the term of this Agreement, including, but not limited to, Healthcare Provider’s right
to rec eive payment for Covered Services according to the terms of this Agreement.
8.10 Assignment. No assignment of this Agreement or any of the Parties’ rights and obligations
hereunder shall be valid without the specific prior written consent of both Parties hereto.
8.11 Entire Agreement. This Agreement, including the Exhibits attached hereto, supersedes and
revokes all previous contracts or agreements between the parties, whether oral or in writing, with
respect to the subject matter hereof and constitutes the entire agreement between the parties with
respect to such subject matter.
8.12 Binding Effect and No Third-Party Beneficiaries. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto. Enforcement of this Agreement and all rights and
obligations hereunder are reserved solely for the parties, and not to any third party. This Agreement
shall not confer any rights or remedies upon any Person other than the Parties and their respective
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
6
successors and permitted assigns .
8.13 Compliance with Law. The Parties hereto agree to comply with all applicable laws and
regulations in the performance of this Agreement.
8.14 Governmental Immunity. Employer and its officers, attorneys and employees are relying on,
and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or
any other rights, immunities and protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101, et seq., as amended, or otherwise available to Employer and its officers, attorneys
or employees.
8.15 Non-exclusivity. Nothing herein shall preclude Healthcare Provider from contracting with
other self -funded health insurance plans, health insurance companies, health maintenance
organizations or other entities licensed to assume health insurance risk.
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly
authorized representatives below.
Eagle County (Employer) The Steadman Clinic (Healthcare Provider)
By: By:
Print Name: Print Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 58F60661-F863-4E88-94B5-C726CD9E5F1D
Dan Drawbaugh
CEO
3/23/2021
Jeff Shroll
3/23/2021
County Manager
